Weekly Roundup: January 4-10, 2019

This roundup contains a collection of the posts published on the Forum during the week of January 4–10, 2019.

REIT M&A in 2019

Posted by Adam O. Emmerich and Robin Panovka, Wachtell, Lipton, Rosen & Katz, on Friday, January 4, 2019

Tags: Arbitrage, Boards of Directors, Deal protection, Engagement, Mergers & acquisitions, REITs, Shareholder activism, Shareholder suits, Shareholder value

Fiduciary Blind Spot: The Failure of Institutional Investors to Prevent the Illegitimate Use of Working Americans’ Savings for Corporate Political Spending

Posted by Tami Groswald Ozery, HLS Forum on Corporate Governance and Financial Regulation, on Friday, January 4, 2019

Tags: Accountability, Citizens United v. FEC, Disclosure, Index funds, Institutional Investors, Investor protection, Mutual funds, Political spending, Shareholder activism, Shareholder voting

Shareholder Resolutions and IPOs

Posted by Jonas Kron, Trillium Asset Management, LLC., on Saturday, January 5, 2019

Tags: Boards of Directors, Disclosure, Engagement, ESG, Institutional Investors, IPOs, Private firms, Public firms, Shareholder proposals, Shareholder voting

SEC Enforcement Action for Non-GAAP Financial Measures

Posted by David A. Katz & Wayne M. Carlin, Wachtell, Lipton, Rosen & Katz, on Saturday, January 5, 2019

Tags: Accounting, Accounting standards, GAAP, SEC, SEC enforcement, Securities enforcement, Securities regulation

Oral Argument on Scheme Liability

Posted by Martin J. Crisp, Douglas Hallward-Driemeier, and David Hennes, Ropes & Gray LLP, on Sunday, January 6, 2019

Tags: Liability standards, Rule 10b-5, Section 10(b), Securities enforcement, Securities fraud, Securities litigation, Supreme Court

NACD Public Company Governance Survey

Posted by Friso van der Oord and Barton Edgerton, National Association of Corporate Directors, on Sunday, January 6, 2019

Tags: Board composition, Board oversight, Boards of Directors, Cybersecurity, Disclosure, Diversity, ESG, Long-Term value, Management, Surveys

Boardrooms Without Female Representation

Posted by Lyla Qureshi, Equilar, Inc., on Monday, January 7, 2019

Tags: Board composition, Boards of Directors, California, Director nominations, Director qualifications, Diversity, Institutional Investors, Overboarding

Blockholder Heterogeneity, Multiple Blocks, and the Dance Between Blockholders

Posted by Charles J. Hadlock (Michigan State University) and Miriam Schwartz-Ziv (Michigan State University), on Monday, January 7, 2019

Tags: Blockholders, Institutional Investors, Mutual funds, Ownership

Climate Change and Proxy Voting in the U.S. and Europe

Posted by Maximilian Horster, ISS-ESG; and Kosmas Papadopoulos, ISS Analytics, on Monday, January 7, 2019

Tags: Climate change, Engagement, ESG, Europe, Institutional Investors, International governance, Risk, Risk disclosure, Shareholder proposals, Shareholder voting, Short-termism, Sustainability

Supreme Court Review for Deal-Related Shareholder Litigation

Posted by George T. Conway, III and David A. Katz, Wachtell, Lipton, Rosen & Katz, on Monday, January 7, 2019

Tags: Exchange Act, Merger litigation, Mergers & acquisitions, Section 14(e), Securities fraud, Securities litigation, Securities regulation, Shareholder suits, Supreme Court, U.S. federal courts

Comments on the SEC Roundtable on Proxy Access

Posted by John C. Wilcox, Morrow Sodali, on Tuesday, January 8, 2019

Tags: Accountability, Boards of Directors, Institutional Investors, Proxy advisors, Proxy voting, SEC, SEC rulemaking, Securities regulation, Shareholder voting

Why Are Firms with More Managerial Ownership Worth Less?

Posted by Rüdiger Fahlenbrach (EPFL), on Tuesday, January 8, 2019

Tags: Agency costs, Entrenchment, Firm performance, Firm valuation, Incentives, Liquidity, Management, Market conditions, Ownership, Shareholder value, Skin in the game

Mutual Fund Voting on Corporate Political Disclosure

Posted by Dan Carroll and Bruce Freed, Center for Political Accountability, on Wednesday, January 9, 2019

Tags: Accountability, Boards of Directors, Disclosure, Institutional Investors, Mutual funds, Political spending, Shareholder voting

A Regulatory Classification of Digital Assets

Posted by M. Todd Henderson (University of Chicago) and Max Raskin (NYU), on Wednesday, January 9, 2019

Tags: Bitcoin, Cryptocurrency, Financial technology, Howey test, ICOs, Information asymmetries, Information environment, Innovation, investor, SEC, SEC enforcement, Securities enforcement, Securities regulation

The Government Shutdown’s Effect on Deals

Posted by Andrew R. Brownstein, Richard K. Kim, and Nelson O. Fitts, Wachtell, Lipton, Rosen & Katz, on Wednesday, January 9, 2019

Tags: Antitrust, CFIUS, Disclosure, DOJ, EDGAR, Filings, FTC, Hart-Scott-Rodino Act, Mergers & acquisitions, Registration statements, SEC, Securities regulation

Looking Ahead: Key Trends in Corporate Governance

Posted by Holly J. Gregory, Sidley Austin LLP, on Thursday, January 10, 2019

Tags: Board composition, Boards of Directors, Corporate Governance Reform and Transparency Act, Engagement, ESG, Proxy advisors, Proxy voting, Shareholder activism, Shareholder voting

Investor Demand for Internal Control Audits of Large U.S. Companies

Posted by Robert Carnes (University of Florida), Dane M. Christensen (University of Oregon), and Phillip T. Lamoreaux (Arizona State University), on Thursday, January 10, 2019

Tags: Audits, Disclosure, Engagement, Information environment, Internal control, Investor protection, Market efficiency, Oversight, Reporting regulation, Restatements, Risk oversight, Sarbanes–Oxley Act, SOX, SOX Section 404

Talking Governance with Donna Anderson

Posted by Michael Flaherty and Patricia Figueroa, Gladstone Place Partners, LLC, on Thursday, January 10, 2019

Tags: Board composition, Boards of Directors, Corporate governance, Diversity, Engagement, ESG, Institutional Investors, Shareholder activism, Stewardship, Virtual meetings